-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KzSbsvOZzntW+6g8KGiZpsKvKrcOeCYbxp1wXTsud2vVOmnqCjiU1SGa8bD3a4Y9 +Qw5Gx1ciCHNESOdZQs2rg== 0001023875-04-000070.txt : 20041117 0001023875-04-000070.hdr.sgml : 20041117 20041117131950 ACCESSION NUMBER: 0001023875-04-000070 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041117 DATE AS OF CHANGE: 20041117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POTLATCH CORP CENTRAL INDEX KEY: 0000079716 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 820156045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17465 FILM NUMBER: 041151604 BUSINESS ADDRESS: STREET 1: 601 W RIVERSIDE AVE STREET 2: STE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 5098351500 MAIL ADDRESS: STREET 1: 601 W RIVERSIDE AVE SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: POTLATCH FORESTS INC DATE OF NAME CHANGE: 19730827 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN MUTUAL ADVISERS LLC CENTRAL INDEX KEY: 0001023875 IRS NUMBER: 223463202 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 JOHN F KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 2019122088 MAIL ADDRESS: STREET 1: 51 JOHN F KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN MUTUAL ADVISERS INC DATE OF NAME CHANGE: 19960928 SC 13D/A 1 potl04a3.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Potlatch Corporation (Name of Issuer) Common Stock, par value $1 (Title of Class of Securities) 737628107 (CUSIP Number) David Winters Franklin Mutual Advisers, LLC 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 973.912.2177 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 16, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Mutual Advisers, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS See Item 3 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 2,903,800 (See Item 5) 8. SHARED VOTING POWER NA 9. SOLE DISPOSITIVE POWER 2,903,800 (See Item 5) 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,903,800 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.8% (See Item 5) 14. TYPE OF REPORTING PERSON IA This Amendment No. 3 ("Amendment") amends and supplements the Schedule 13D filed on October 4, 2004, as previously amended (the "Schedule 13D") by Franklin Mutual Advisers, LLC ("FMA"), with respect to the common stock (the "Common Stock ") of Potlatch Corporation, a Delaware corporation (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration The securities reported herein were acquired with funds of approximately $113.7 million (including brokerage commissions). All such funds were provided from investment capital of FMA's respective advisory clients. Item 4. Purpose of Transaction The securities covered by this Statement were acquired by FMA's advisory clients for the purpose of investment. FMA believes the Company should eliminate the inequitable and outdated time-phased voting structure that FMA believes serves only to entrench management and the Board and disenfranchises the great majority of the Issuer's shareholders. On behalf of its client funds who have been investors in the Issuer since 2001, FMA has submitted a proposal to the Company for inclusion in the Company's proxy statement for the next meeting of stockholders. The proposal and a supporting statement is included in FMA's letter to the Company dated November 16, 2004, a copy of which is attached as Exhibit C and is incorporated herein. FMA's proposal is identical to the proposal it submitted at last year's shareholder meeting which was supported by a majority of the SHARES voting at the meeting. The failure of the Board to heed last year's shareholder mandate and continue instead to allow a minority of the Company's shareholders to wield disproportionate voting power is inconsistent with basic principals of good corporate governance. Other than as described above, FMA does not have any present plans or proposals which relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. FMA, on behalf of its advisory clients, may in the future acquire additional shares of Common Stock or other securities of the Issuer, in the open market, in privately-negotiated purchases or otherwise, and may also, depending on then current circumstances, dispose of all or a portion of the Common Stock beneficially owned by it in one or more transactions. Item 5. Interest in Securities of the Issuer (a-b) One or more of FMA's advisory clients is the owner of 2,903,800 shares of the Common Stock. Investment advisory contracts with FMA's advisory clients grant to FMA sole voting and investment discretion over the securities owned by its advisory clients. Therefore, FMA may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act (the "1934 Act"), the beneficial owner of 2,903,800 shares of Common Stock. FMA is an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). Beneficial ownership by investment advisory subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by FMA are exercised independently from FRI, and from all other investment advisor subsidiaries of FRI (FRI, its affiliates and investment advisor subsidiaries other than FMA are collectively referred to herein as "FRI affiliates"). Furthermore, FMA and FRI internal policies and procedures establish informational barriers that prevent the flow between FMA and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective advisory clients. Consequently, FMA and the FRI affiliates are each reporting the securities over which they hold investment and voting power separately from each other. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the outstanding Common Stock of FRI and are the principal shareholders of FRI. However, FMA exercises voting and investment powers on behalf of its advisory clients independently of FRI, the Principal Shareholders, and their respective affiliates. Consequently, beneficial ownership of the securities being reported by FMA is not attributed to FRI, the Principal Shareholders, and their respective affiliates other than FMA. FMA disclaims any economic interest or beneficial ownership in any of the securities covered by this statement. Furthermore, FRI, the Principal Shareholders, and their respective affiliates including FMA, are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Act and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities held by any of them or by any persons or entities advised by FRI subsidiaries. (c) Exhibit B sets forth all transactions in the shares of the Common Stock within the past sixty days. (d) No person other than respective advisory clients of FMA have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of the securities being reported herein. Mutual Discovery Fund, a series of Franklin Mutual Series Fund Inc., an investment company registered under the Investment Company Act of 1940, has an interest in more than five percent of the class of securities being reported herein. Item 7. Materials to be Filed as Exhibits Exhibit B Summary of Transactions Within the Last Sixty Days Exhibit C FMA letter to the Company dated November 16, 2004 After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. November 17, 2004 Franklin Mutual Advisers, LLC /s/ Bradley Takahashi BRADLEY TAKAHASHI Vice President Exhibit B Summary of Transactions Within the Last Sixty Days Date Buy/Sell No. of Shares Price 09/23/04 buy 101,200 $44.2852 09/23/04 buy 37,800 $44.1389 09/23/04 buy 50,000 $44.3047 09/24/04 buy 57,200 $45.3000 09/24/04 buy 98,100 $45.3923 09/27/04 buy 66,400 $45.1769 09/27/04 buy 105,300 $45.1580 09/28/04 buy 111,700 $45.4146 10/13/04 buy 88,900 $45.1275 10/13/04 buy 100,000 $45.0828 10/14/04 buy 99,300 $45.5083 10/14/04 buy 11,000 $45.5206 10/15/04 buy 29,000 $45.4889 10/18/04 buy 84,800 $45.2607 10/19/04 buy 182,100 $44.2873 10/19/04 buy 8,300 $44.7558 10/20/04 buy 151,000 $44.7980 10/21/04 buy 9,000 $45.3588 10/22/04 buy 11,300 $45.5451 10/25/04 buy 41,000 $45.5109 10/26/04 buy 53,500 $45.9904 Exhibit C [FRANKLIN MUTUAL ADVISERS, LLC LETTERHEAD] November 16, 2004 BY OVERNIGHT EXPRESS DELIVERY (via fax to 509.835.1555) L. Pendleton Siegel Chairman and CEO Potlatch Corporation 601 West Riverside Avenue Suite 1100 Spokane, WA 99201 ph: 509.835.1500 Re: Shareholder Proposal Dear Mr. Siegel: Mutual Discovery Fund (the "Fund"), a series of Franklin Mutual Series Fund Inc., is the record or beneficial owner of more than two million shares of Potlatch Corporation (the "Company"). The Fund intends to continue to be a record owner of common stock of the Company through the date of the next annual meeting of stockholders. The Fund is submitting the attached proposal and supporting statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in the Company's proxy statement for the next meeting of stockholders. The Fund intends to present the proposal at the meeting, personally or through a qualified representative. As you are aware, the Fund presented a substantially identical proposal to last year's annual meeting which received over 34% of the votes cast (and the favorable vote of over 52% of the shares represented at the meeting). Please advise the undersigned if you require any additional information. Very truly yours, MUTUAL DISCOVERY FUND By: FRANKLIN MUTUAL ADVISERS, LLC s/s David Winters________________________ Name: David Winters Title: President, CEO & CIO Ph: 973.912.2177 s/s F. David Segal________________________ Name: F. David Segal Title: Analyst PROPOSAL: RESTORE ONE SHARE-ONE VOTE TO THE COMPANY'S COMMON STOCK RESOLVED, that Section V Voting Rights of the Restated Certificate of Incorporation of Potlatch Corporation (the "Company") be amended and restated to eliminate "time-phased" voting and to read in its entirety as follows: (a) A holder of common stock shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders for each share of the common stock held of record by such holder as of the record date for such meeting. (b) The holders of each series of preferred stock shall have such voting rights, if any, as shall be provided for in the resolution or resolutions of the Board of Directors establishing such class or series. SUPPORTING STATEMENT We proposed an identical resolution at the last annual shareholders meeting urging the elimination of "time-phased" supervoting and a return to the one share, one vote principle that is the norm at the vast majority of American public companies. Our resolution won the backing of a clear majority of the Potlatch SHARES represented at last year's annual meeting. Over 60% of the shares that voted on the proposal (discounting shares held by by brokers not eligible to vote) voted in favor of eliminating "time phased" voting. But for the disproportionate impact of "time-phased" voting, our resolution would have passed overwhelmingly. Because the board has ignored the mandate represented by last year's vote, we are resubmitting our proposal to this year's meeting. The underlying reasons for our proposal have not changed. To maintain a "time-phased" voting scheme adopted almost 20 years ago is woefully out of step with the significant advances in market and legal perceptions of acceptable corporate governance practices. "Time-phased" voting plans have been banned for over a decade by The New York Stock Exchange and every other U.S. equity market. Of over 6,000 issuers listed on the NYSE or NASDAQ, to our knowledge, only seven U.S. public companies and Potlatch retain "time- phased" voting. The Company has repeatedly attempted to justify "time-phased" voting by comparing it to a shareholder rights plan or "poison pill" takeover defense missing a fundamental difference. Poison pills have the effect of shielding companies from potential unsolicited acquirors. "Time- phased" voting plans have the effect of shielding directors and management and other "insiders" from their own shareholders. Virtually all poison pills are designed not to interfere with the functioning of normal corporate democratic processes. Indeed, the Delaware courts have looked with great disfavor on aspects of some "poison pills" such as "dead hand" provisions that disenfranchise shareholders under certain circumstances. In stark contrast, the essential function of "time-phased" voting plans is to disenfranchise some shareholders (in the Company's case, a majority of shareholders) all the time. We believe that this year shareholders must send another, even stronger, message to their representatives on the board that it should dismantle an unfair and disproportionate voting structure which merely serves to insulate management from accountability to a majority of the Company's owners. -----END PRIVACY-ENHANCED MESSAGE-----